SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 14A INFORMATION
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WESTERN STANDARD CORPORATION
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WESTERN STANDARD CORPORATION
COMMISSION FILE NO. 0-3802
November 16, 2004
FOR IMMEDIATE RELEASE:
CONTACTS:
Manuel B. Lopez, President
Western Standard Corporation
307-734-3177
WESTERN STANDARD CORPORATION
ANNOUNCES MERGER AGREEMENT
Jackson, Wyoming--Western Standard Corporation ("Westan") (OTCBB: WSTD),
indirect owner and operator of the Snow King Resort in Jackson, Wyoming, today
announced the execution of a merger agreement. Pursuant to the merger agreement,
Snow King Interests LLC ("SKI"), an entity controlled by Manuel B. Lopez and
James M. Peck, officers and directors of Westan, have agreed to pay $0.32 per
share, in cash, for each share of common stock of Westan not currently owned by
Messrs. Lopez or Peck or their affiliates and Westan will become a wholly-owned
subsidiary of SKI. Consummation of the transaction is subject to various
conditions, including, among other things, the approval by Westan's stockholders
and the obtaining of various regulatory approvals. If the transaction fails to
close because of SKI's inability to obtain financing, Westan will be entitled to
debt forgiveness in the amount of approximately $100,000. The transaction is
expected to be consummated early in the first quarter of calendar 2005 and the
merger agreement provides that the transaction must be completed by March 31,
2005 unless extended by the parties.
The merger agreement was signed November 15, 2004. A special committee of
the Board of Directors of Westan determined that the merger agreement is fair to
and in the best interests of the public stockholders of Westan and recommended
that the Board of Directors of Westan approve the merger and the merger
agreement. The members of the Board, including Messrs. Lopez and Peck who fully
disclosed their interest in SKI, determined that the merger agreement and the
transactions contemplated thereby are fair to and in the best interests of the
public stockholders of Westan and approved the merger and the merger agreement.
Messrs. Lopez and Peck have agreed to vote shares held by them and their
affiliates in accordance with the majority of shares cast for or against the
proposed merger by unaffiliated stockholders voting in person or by proxy at the
special meeting. The merger agreement allows the Westan Board to consider
superior offers which, if accepted, requires Westan to pay a break-up fee of
$50,000.
INFORMATION CONCERNING PARTICIPANTS
Westan and its directors may be deemed to be participants in the
solicitation of proxies from Westan stockholders to approve the merger. Two of
the directors of Westan have an interest in the merger that differs from or may
be in addition to the interests of Westan stockholders generally. Those
interests, which will be described in greater detail in the proxy statement with
respect to the merger, include the interest of Messrs. Lopez and Peck in the
equity of SKI.
IMPORTANT INFORMATION AND WHERE TO FIND IT
Westan plans to file and mail to its stockholders a proxy statement
containing information about Westan, the proposed merger, and related matters.
Stockholders are urged to read the proxy statement carefully when it is
available, as it will contain important information that stockholders should
understand before making a decision about the merger. When the proxy statement
is completed, Westan will mail it to its stockholders to seek their approval of
the merger. The proxy statement (when it is filed), as well as other filings
containing information about Westan, can be obtained without charge at the SEC's
web site (http://www.sec.gov). Copies of ------------------ the proxy statement,
when available, and Westan's SEC filings will also be obtainable, without
charge, from James M. Peck, Westan's Secretary at Western Standard Corporation,
400 East Snow King Avenue, Post Office Box 1846, Jackson, Wyoming 83001,
307-734-3177.
This press release contains forward-looking statements that involve risks
and uncertainties relating to future events, including whether and when the
proposed merger will be consummated. These risks and uncertainties could cause
actual events or results to differ materially from those expressed or implied by
the forward-looking statements. These factors include, but are not limited to,
risks that stockholder approval, and other clearances and consents may not be
obtained in a timely manner or at all and that any other conditions to the
merger may not be satisfied. Westan assumes no obligation to update the
forward-looking information.
